8-K
Centurion Acquisition Corp. (ALF)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 29, 2024
CENTURION ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42127 | N/A |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
667 Madison Avenue
5th Floor
New York, New York 10065
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(212) 209-6126
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ALFUU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | ALF | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ALFUW | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On July 29, 2024, Centurion Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and warrants (the “Warrants”) included in the Units commencing on or about August 1, 2024. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable Warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on The Nasdaq Global Market under the symbol “ALFUU”, and the Class A Ordinary Shares and Warrants will separately trade on The Nasdaq Global Market under the symbols “ALF” and “ALFUW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated July 29, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CENTURION ACQUISITION CORP. | |||
|---|---|---|---|
| By: | /s/ Mark Gerhard | ||
| Name: | Mark Gerhard | ||
| Title: | Chief Executive Officer and Director | ||
| Dated: July 29, 2024 |
2
Exhibit 99.1
CenturionAcquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on or about August 1, 2024
July 29, 2024 – Centurion Acquisition Corp. (Nasdaq: ALFUU) (the “Company”) announced that holders of the units sold in the Company’s initial public offering of 28,750,000 units, which includes 3,750,000 units issued pursuant to the exercise by the underwriters of their overallotment option, completed on June 12, 2024 (the “Offering”), may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on or about August 1, 2024. Any units not separated will continue to trade on The Nasdaq Global Market under the symbol “ALFUU,” and each of the Class A ordinary shares and warrants will separately trade on The Nasdaq Global Market under the symbols “ALF” and “ALFUW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
A registration statement relating to the securities was declared effective on June 10, 2024 in accordance with Section 8(a) of the Securities Act of 1933, as amended. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Note ConcerningForward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
About Centurion AcquisitionCorp.
Centurion Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus on businesses that operate within the technology sector, with a focus on video gaming, interactive entertainment and enabling services and technologies, cybersecurity, artificial intelligence, machine learning, Software as a Service (“SaaS”) and deep tech technologies.
Contact
David Gomberg
President
Centurion Acquisition Corp.
david@centurionacquisition.com